GUGGENHEIM CREDIT INCOME FUND 2019 - FORM 10-Q

Attached files

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EX-99 - EXHIBIT 99 GUGGENHEIM CREDIT INCOME FUND FORM 10-Q - GUGGENHEIM CREDIT INCOME FUND 2019	gcifmasterfundformq320.htm
EX-32 - EXHIBIT 32 906 CERTIFICATION - GUGGENHEIM CREDIT INCOME FUND 2019	gcif2019section906cert.htm
EX-31.2 - EXHIBIT 31.2 CFO 302 CERTIFICATION - GUGGENHEIM CREDIT INCOME FUND 2019	certofcfogcif2019secti.htm
EX-31.1 - EXHIBIT 31.1 CEO 302 CERTIFICATION - GUGGENHEIM CREDIT INCOME FUND 2019	certofceogcif2019secti.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


ý			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 814-01091

GUGGENHEIM CREDIT INCOME FUND 2019

(Exact name of registrant as specified in its charter)


Delaware						47-2009064
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
330 Madison Avenue, New York, New York						10017
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (212) 739-0700

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

None

N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

The number of the Registrant's common shares outstanding as of November 10, 2020 was 1,853,336.

GUGGENHEIM CREDIT INCOME FUND 2019 INDEX


		PAGE
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3

	Statements of Assets and Liabilities as of September 30, 2020 and December 31, 2019	3

	Statements of Operations for the three and nine months ended September 30, 2020 and 2019	4

	Statements of Changes in Net Assets for the nine months ended September 30, 2020 and 2019	5

	Statements of Cash Flows for the nine months ended September 30, 2020 and 2019	7

	Notes to Financial Statements (Unaudited)	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	25

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 5.	Other Information	28

Item 6.	Exhibits	28

Signatures		29

Exhibits Index		30

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, or this Report, including Management's Discussion and Analysis of Financial Condition and Results of Operations, in Item 2 of Part I of this Report, contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements generally are characterized by the use of terms such as "may," "should," "plan," "anticipate," "estimate," "intend," "predict," "believe," "expect," "will," "will be," and "project" or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: increased direct competition; changes in government regulations or accounting rules; changes in local, national, and global economic conditions and capital market conditions; availability of proceeds from our offering of common shares; and the performance of Guggenheim Credit Income Fund (the "Master Fund") and its common shares that we own. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason. You should exercise caution in relying on forward-looking statements as they involve known and unknown risks, uncertainties, and other factors that may materially affect our future results, performance, achievements, or transactions. Information on factors which could impact actual results and cause them to differ from what is anticipated in the forward-looking statements contained herein is included in this Report as well as in our other filings with the U.S. Securities and Exchange Commission ("SEC"), including but not limited to those described in Part II. Item 1A. Risk Factors of this Report and in Part I. Item 1A. Risk Factors of our Form 10-K for the fiscal year ended December 31, 2019, that was filed on March 13, 2020. Moreover, because we operate in a very competitive and rapidly changing environment, new risks are likely to emerge from time to time. Given these uncertainties, we caution you not to place undue reliance on such statements, which apply only as of the date hereof. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events, or changes to future operating results over time unless otherwise required by law. The forward-looking statements should be read in light of the risk factors identified in Part II. Item 1A. Risk Factors of this Report and in Part I. Item 1A. Risk Factors of our Form 10-K for the fiscal year ended December 31, 2019, that was filed on March 13, 2020. The forward-looking statements and projections contained in this Report are excluded from the safe harbor protection provided by Section 27A of the Securities Act and Section 21E of the Exchange Act.

All references to "Note" or "Notes" throughout this Report refer to the notes to the financial statements of the registrant in Part I. Item 1. Financial Statements (Unaudited).

Unless otherwise noted, the terms “we,” “us,” “our,” and the "Company" refer to Guggenheim Credit Income Fund 2019. All capitalized terms have the same meaning as defined in the Notes.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

GUGGENHEIM CREDIT INCOME FUND 2019

STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)


	September 30, 2020		December 31, 2019
Assets
Investment in Guggenheim Credit Income Fund ("GCIF") (5,447,175 shares purchased at a cost of $45,201,225 and 4,700,238 shares purchased at a cost of $39,484,898, respectively)	$	39,597,673	$	36,552,474
Cash	440,844		896,824
Receivable from related parties	165,898		186,774

Dividends receivable	214,550		—
Deferred offering cost	29,593		24,240
Total assets	40,448,558		37,660,312

Liabilities
Payable to related parties	37,671		54,983
Accrued professional services fees	55,805		57,267
Distributions payable	166,760		—

Accounts payable, accrued expenses and other liabilities	104,293		18,992
Total liabilities	364,529		131,242
Commitments and contingencies (Note 4. Related Party Agreements and Transactions)
Net Assets	$	40,084,029	$	37,529,070

Components of Net Assets:
Common Shares, $0.001 par value, 348,000,000 Common Shares authorized, 1,837,900 and 1,606,201 Common Shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively	$	1,838	$	1,606
Paid-in-capital in excess of par value	45,798,301		40,531,966



Accumulated loss, net of distributions	(5,716,110)		(3,004,502)
Total net assets	$	40,084,029	$	37,529,070
Net asset value per Common Share	$	21.81	$	23.37

See Unaudited Notes to Financial Statements.

GUGGENHEIM CREDIT INCOME FUND 2019

STATEMENTS OF OPERATIONS (UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Investment Income
Dividends from investment in GCIF	$	691,787	$	646,338	$	2,163,153	$	2,037,936

Total investment income	691,787		646,338		2,163,153		2,037,936

Operating Expenses (1)
Administrative services	3,710		3,750		11,048		11,250
Related party reimbursements	42,591		55,499		144,076		155,728
Trustees fees	756		756		2,252		2,244
Professional services fees	32,237		21,598		96,013		97,407

Offering costs	26,570		12,765		78,571		16,154
Transfer agent fees	24,702		21,675		71,443		74,712
Other (income) expenses	7,247		7,276		22,206		(7,701)
Total operating expenses	137,813		123,319		425,609		349,794
Reimbursement of expense support	—		9,104		—		25,423
Less: Expense support from related parties (See Note 4. Related Party Agreements and Transactions)	(141,567)		—		(447,038)		—
Net expenses	(3,754)		132,423		(21,429)		375,217
Net investment income	695,541		513,915		2,184,582		1,662,719

Realized and unrealized gains (losses):
Net realized gain (loss) from redemption of investment in GCIF	9,373		—		(46,123)		12,658
Long term gain distributions from investment in GCIF	—		—		—		216,290
Net realized gains (losses) from investment in GCIF	9,373		—		(46,123)		228,948
Net change in unrealized appreciation (depreciation) from investment in GCIF	1,247,694		(713,373)		(2,671,128)		(974,641)
Net realized and unrealized gains (losses)	1,257,067		(713,373)		(2,717,251)		(745,693)
Net increase (decrease) in net assets resulting from operations	$	1,952,608	$	(199,458)	$	(532,669)	$	917,026

Per Common Share information:
Net investment income per Common Share outstanding - basic and diluted	$	0.38	$	0.32	$	1.20	$	1.04
Earnings (losses) per Common Share - basic and diluted	$	1.06	$	(0.13)	$	(0.29)	$	0.57
Weighted average Common Shares outstanding - basic and diluted	1,840,144		1,591,610		1,815,875		1,600,506
Distributions per Common Share	$	0.36	$	0.50	$	1.25	$	1.38

______________

(1)Operating expenses solely represent the Company's operating expenses and do not include the Company's proportionate share of the Master Fund's operating expenses.

See Unaudited Notes to Financial Statements.

GUGGENHEIM CREDIT INCOME FUND 2019

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)


	Common Shares			Paid-in-Capital in Excess of Par Value		Accumulated Earnings (Loss), net of Distributions
	Shares	Amount						Total
Balance at December 31, 2019	1,606,201	$	1,606	$	40,531,966	$	(3,004,502)	$	37,529,070
Operations:
Net investment income	—	—		—		801,173		801,173

Net change in unrealized depreciation from investment in GCIF	—	—		—		(6,679,515)		(6,679,515)
Net decrease in net assets resulting from operations	—	—		—		(5,878,342)		(5,878,342)
Shareholder distributions:
Distributions from earnings	—	—		—		(824,958)		(824,958)


Net decrease in net assets resulting from shareholder distributions	—	—		—		(824,958)		(824,958)
Capital share transactions:
Issuance of Common Shares	211,044	211		4,955,639		—		4,955,850
Shares issued in connection with the dividend reinvestment plan	10,777	11		253,027		—		253,038
Repurchase of Common Shares	(23,050)	(23)		(541,180)		—		(541,203)
Net increase in net assets resulting from capital share transactions	198,771	199		4,667,486		—		4,667,685

Net increase (decrease) for the period	198,771	199		4,667,486		(6,703,300)		(2,035,615)
Balance at March 31, 2020	1,804,972	$	1,805	$	45,199,452	$	(9,707,802)	$	35,493,455
Operations:
Net investment income	—	—		—		687,868		687,868
Net realized losses from investment in GCIF	—	—		—		(55,496)		(55,496)
Net change in unrealized appreciation from investment in GCIF	—	—		—		2,760,693		2,760,693
Net increase in net assets resulting from operations	—	—		—		3,393,065		3,393,065
Shareholder distributions:
Distributions from earnings	—	—		—		(713,780)		(713,780)


Net decrease in net assets resulting from shareholder distributions	—	—		—		(713,780)		(713,780)
Capital share transactions:
Issuance of Common Shares	12,269	12		252,238		—		252,250
Shares issued in connection with the dividend reinvestment plan	21,018	21		424,990		—		425,011
Repurchase of Common Shares	(23,051)	(23)		(476,443)		—		(476,466)
Net increase in net assets resulting from capital share transactions	10,236	10		200,785		—		200,795

Net increase for the period	10,236	10		200,785		2,679,285		2,880,080
Balance at June 30, 2020	1,815,208	$	1,815	$	45,400,237	$	(7,028,517)	$	38,373,535
Operations:
Net investment income	—	—		—		695,541		695,541
Net realized gains from investment in GCIF	—	—		—		9,373		9,373
Net change in unrealized appreciation from investment in GCIF	—	—		—		1,247,694		1,247,694
Net increase in net assets resulting from operations	—	—		—		1,952,608		1,952,608
Shareholder distributions:
Distributions from earnings	—	—		—		(720,477)		(720,477)


Net decrease in net assets resulting from shareholder distributions	—	—		—		(720,477)		(720,477)
Capital share transactions:
Issuance of Common Shares	23,648	24		503,876		—		503,900
Shares issued in connection with the dividend reinvestment plan	16,368	16		350,734		—		350,750
Repurchase of Common Shares	(17,324)	(17)		(376,270)		—		(376,287)
Net increase in net assets resulting from capital share transactions	22,692	23		478,340		—		478,363
Reclassifications of permanent book-to-tax differences	—	—		(80,276)		80,276		—
Net increase for the period	22,692	23		398,064		1,312,407		1,710,494
Balance at September 30, 2020	1,837,900	$	1,838	$	45,798,301	$	(5,716,110)	$	40,084,029


	Common Shares			Paid-in-Capital in Excess of Par Value		Accumulated Earnings (Loss), net of Distributions
	Shares	Amount						Total
Balance at December 31, 2018	1,611,147	$	1,611	$	40,689,858	$	(1,120,878)	$	39,570,591
Operations:
Net investment income	—	—		—		438,728		438,728
Net realized gains from investment in GCIF	—	—		—		222,664		222,664
Net change in unrealized depreciation from investment in GCIF	—	—		—		(109,536)		(109,536)
Net increase in net assets resulting from operations	—	—		—		551,856		551,856
Shareholder distributions:
Distributions from earnings	—	—		—		(688,794)		(688,794)


Net decrease in net assets resulting from shareholder distributions	—	—		—		(688,794)		(688,794)
Capital share transactions:
Issuance of Common Shares	26,677	27		652,573		—		652,600
Shares issued in connection with the dividend reinvestment plan	18,411	18		451,054		—		451,072
Repurchase of Common Shares	(72,783)	(73)		(1,787,475)		—		(1,787,548)
Net decrease in net assets resulting from capital share transactions	(27,695)	(28)		(683,848)		—		(683,876)
Net decrease for the period	(27,695)	(28)		(683,848)		(136,938)		(820,814)
Balance at March 31, 2019	1,583,452	$	1,583	$	40,006,010	$	(1,257,816)	$	38,749,777
Operations:
Net investment income	—	—		—		710,076		710,076
Net realized gain from investment in GCIF	—	—		—		6,284		6,284
Net change in unrealized depreciation from investment in GCIF	—	—		—		(151,732)		(151,732)
Net increase in net assets resulting from operations	—	—		—		564,628		564,628
Shareholder distributions:
Distributions from earnings	—	—		—		(733,405)		(733,405)


Net decrease in net assets resulting from shareholder distributions	—	—		—		(733,405)		(733,405)
Capital share transactions:
Issuance of Common Shares	16,738	17		409,583		—		409,600
Shares issued in connection with the dividend reinvestment plan	16,020	16		392,240		—		392,256
Repurchase of Common Shares	(45,377)	(45)		(1,108,972)		—		(1,109,017)
Net decrease in net assets resulting from capital share transactions	(12,619)	(12)		(307,149)		—		(307,161)
Net decrease for the period	(12,619)	(12)		(307,149)		(168,777)		(475,938)
Balance at June 30, 2019	1,570,833	$	1,571	$	39,698,861	$	(1,426,593)	$	38,273,839
Operations:
Net investment income	—	—		—		513,915		513,915

Net change in unrealized depreciation from investment in GCIF	—	—		—		(713,373)		(713,373)
Net decrease in net assets resulting from operations	—	—		—		(199,458)		(199,458)
Shareholder distributions:
Distributions from earnings	—	—		—		(790,149)		(790,149)


Net decrease in net assets resulting from shareholder distributions	—	—		—		(790,149)		(790,149)
Capital share transactions:
Issuance of Common Shares	35,268	35		847,915		—		847,950
Shares issued in connection with the dividend reinvestment plan	11,277	11		271,821		—		271,832

Net increase in net assets resulting from capital share transactions	46,545	46		1,119,736		—		1,119,782
Net increase (decrease) for the period	46,545	46		1,119,736		(989,607)		130,175
Balance at September 30, 2019	1,617,378	$	1,617	$	40,818,597	$	(2,416,200)	$	38,404,014

See Unaudited Notes to Financial Statements.

GUGGENHEIM CREDIT INCOME FUND 2019

STATEMENTS OF CASH FLOWS (UNAUDITED)


	Nine Months Ended September 30,
	2020		2019
Operating activities
Net increase (decrease) in net assets resulting from operations	$	(532,669)	$	917,026
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used in) operating activities:

Redemption of Master Fund shares	(5,762,450)		732,461
Net realized (gain) loss from investment in GCIF	46,123		(12,658)
Net change in unrealized appreciation from investment in GCIF	2,671,128		974,641
(Increase) decrease in operating assets:
Receivable from related parties	20,876		—

Dividends receivable	(214,550)		375,431
Deferred offering cost	(5,353)		(12,567)

Increase (decrease) in operating liabilities:
Payable to related parties	(17,312)		9,419
Accrued professional services fees	(1,462)		20,661
Accounts payable, accrued expenses and other liabilities	85,301		(6,162)

Net cash provided by (used in) operating activities	(3,710,368)		2,998,252

Financing activities
Issuance of Common Shares	5,712,000		1,910,150
Repurchase of Common Shares	(1,393,956)		(2,896,565)
Distributions paid	(1,063,656)		(994,349)
Net cash provided by (used in) financing activities	3,254,388		(1,980,764)

Net increase (decrease) in cash	(455,980)		1,017,488
Cash, beginning of period	896,824		494,255
Cash, end of period	$	440,844	$	1,511,743
Supplemental information and non-cash financing:
Distributions reinvested	$	1,028,799	$	1,115,160

See Unaudited Notes to Financial Statements.

GUGGENHEIM CREDIT INCOME FUND 2019

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Principal Business and Organization

Guggenheim Credit Income Fund 2019 (the "Company") was formed as a Delaware statutory trust on September 5, 2014. The Company's investment objectives are to provide its shareholders with current income, capital preservation and, to a lesser extent, long-term capital appreciation by investing substantially all of its equity capital in Guggenheim Credit Income Fund (the "Master Fund" or "GCIF"). The Company is a non-diversified closed-end management investment company that elected to be treated as a business development company (a "BDC") under the Investment Company Act of 1940, as amended (the "1940 Act").

The Master Fund elected to be treated as a BDC under the 1940 Act and it has the same investment objectives as the Company. The Master Fund commenced investment operations on April 2, 2015. The Master Fund's consolidated financial statements are an integral part of the Company's financial statements and should be read in their entirety.

The Master Fund is externally managed by Guggenheim Partners Investment Management, LLC ("Guggenheim" or the "Advisor"), which is responsible for sourcing potential investments, analyzing and conducting due diligence on prospective investment opportunities, structuring investments and ongoing monitoring of the Master Fund’s investment portfolio.

The Company was selling its common shares ("Shares" or "Common Shares") pursuant to a registration statement on Form N-2 (the “Initial Registration Statement”) covering its continuous public offering of up to $1.0 billion (the “Initial Public Offering”). The Company suspended its Initial Public Offering of Common Shares, effective August 23, 2017, in connection with (i) the transition of the Master Fund's investment advisory function to Guggenheim and (ii) a concurrent change in the Initial Public Offering's dealer manager. On March 29, 2018 the Company filed a new registration statement on Form N-2 (the "Registration Statement") covering a continuous public offering of up to $958.6 million (the "Public Offering", together with the Initial Public Offering, the "Public Offerings"). The Company’s initial Registration Statement with respect to the Public Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on June 13, 2018, and post-effective amendments thereto updating certain financial information was declared effective by the SEC on April 25, 2019 and April 9, 2020.

As of September 30, 2020, the Company owned 20.16% of the Master Fund's outstanding common shares.

Note 2. Significant Accounting Policies

Basis of Presentation

Management has determined that the Company meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC Topic 946”).

The Company's interim financial statements have been prepared pursuant to the requirements for reporting on Form 10-Q and the disclosure requirements stipulated in Articles 6 and 10 of Regulation S-X, and therefore do not necessarily include all information and notes necessary for a fair statement of financial position and results of operations in accordance with accounting principles generally accepted in the U.S. ("GAAP"). In the opinion of management, the unaudited financial information for the interim period presented in this Report reflects all normal and recurring adjustments necessary for a fair statement of financial position and results from operations. Operating results for interim periods are not necessarily indicative of operating results for an entire year. The Company's unaudited financial statements should be read in conjunction with the Master Fund's unaudited consolidated financial statements; the Master Fund's quarterly report on Form 10-Q is incorporated by reference and filed as an exhibit to this Report.

Reclassifications

Certain prior period amounts may be reclassified to conform to the current presentation with no effect on the Company's financial condition, results of operations or cash flows.

Notes to Financial Statements (Unaudited)

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities at the date of the financial statements, (ii) the reported amounts of income and expenses during the reported period and (iii) disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ materially from those estimates under different assumptions and conditions.

Cash

Cash consists of demand deposits held at a major U.S. financial institution and the amount recorded on the statements of assets and liabilities may exceed the Federal Deposit Insurance Corporation insured limit. Management believes the credit risk related to its demand deposits is minimal.

Valuation of Investments

The Company invests substantially all of its equity capital in the purchase of the Master Fund's common shares and its primary investment position is common shares of the Master Fund. The Company determines the fair value of the Master Fund's common shares as the Master Fund's net asset value per common share (as determined by the Master Fund) multiplied by the number of Master Fund common shares owned by the Company. The Company has implemented Accounting Standards Update ("ASU") 2015-07, which permits a reporting entity, as a practical expedient, to measure the fair value of certain investments using the net asset value per share of the investment.

Transactions with the Master Fund

Distributions received from the Master Fund are recorded on the record date. Distributions received from the Master Fund are generally recognized as dividend income or distributions of long term gains in the current period, a portion of which may be subject to a change in characterization in future periods, including the potential for reclassification between dividend income, long term gains and return of capital. The Company's transactions with the Master Fund are recorded on the effective date of the subscription in, or the redemption of, Master Fund shares. Realized gains and losses resulting from the Company's share repurchase transactions with the Master Fund are calculated on the specific share identification basis.

Offering Expenses

Continuous offering expenses are capitalized monthly on the Company's statements of assets and liabilities as deferred offering costs and thereafter expensed to the Company's statements of operations over a 12-month period on a straight-line basis commencing at the later of (i) when the expense was incurred or (ii) when operations began.

Distributions to the Company's Shareholders

Declared distributions to the Company's shareholders are recorded as a liability as of the record date.

Federal Income Taxes

The Company has elected to be treated for federal income tax purposes, and intends to maintain its qualification, as a Regulated Investment Company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). Generally, a RIC is not subject to federal income taxes on distributed income and gains if it distributes dividends in a timely manner out of assets legally available for distributions to its shareholders of an amount generally at least equal to 90% of its “Investment Company Taxable Income,” determined without regard to any dividend paid, as defined in the Code. The Company intends to distribute sufficient dividends to maintain its RIC status each year and it does not anticipate incurring a material level of federal income taxes.

The Company is generally subject to nondeductible federal excise taxes if it does not distribute dividends to its shareholders in respect of each calendar year of an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gain net income (i.e., capital gains in excess of capital losses), adjusted for certain ordinary losses, for the one-year period generally ending on October 31st of the calendar year and (iii) any net ordinary income and capital gain net income for preceding calendar years that were not distributed during such calendar years and on which the Company incurred no federal income tax. The Company may, at its discretion, incur a 4% nondeductible federal excise tax on under-distribution of taxable ordinary income and capital gains.

Notes to Financial Statements (Unaudited)

The Company follows ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other expenses in the statements of operations. Management has reviewed all open tax years and concluded that there is no effect to the Company’s financial positions or results of operations and no tax liability was required to be recorded resulting from unrecognized tax benefits relating to uncertain income tax position taken or expected to be taken on a tax return. During this period, the Company did not incur any material interest or penalties. Open tax years are those years that are open for examination by the relevant income taxing authority. As of September 30, 2020, open U.S. Federal and state income tax years include the tax years ended September 30, 2017 through September 30, 2020. The Company has no examinations in progress. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof.

SEC Disclosure Update and Simplification

In August 2020, the SEC issued Final Rule Release No. 33-10825 and No.34-89670, collectively referred to as 'Modernization of Regulation S-X Items 101, 103 and 105’. These rules amend certain SEC disclosure requirements to improve disclosure for investors and to simplify compliance for registrants, including new requirements for human capital disclosures and a summary of risk factors. The final rules are effective for all filings on or after November 9, 2020. The Company has evaluated the impact of the amendments and determined the effect of the adoption of the simplification rules on the financial statements would mostly affect the Form 10-K.

Note 3. Investments

Below is a summary of the Company's investment in the Master Fund, a related party:


	End of Period	Weighted Average Shares Owned						% of Net
Period Ended	No. of Shares	Quarter to Date	Year to Date	Cost		Fair Value		Assets
September 30, 2020	5,447,175	5,456,609	5,314,148	$	45,201,225	$	39,597,673	98.8	%
December 31, 2019	4,700,238	4,703,145	4,742,673	$	39,484,898	$	36,552,474	97.4	%

Restricted Securities

The Master Fund does not currently intend to list its common shares on any securities exchange, and it does not expect a secondary market to develop for its issued and outstanding common shares. As a result, the Company's ability to sell its Master Fund common shares is limited. Because the Master Fund common shares are being acquired in one or more transactions not involving a public offering, they are "restricted securities" and may be required to be held indefinitely. Master Fund common shares may not be sold, transferred, assigned, pledged or otherwise disposed of unless (i) the Master Fund's consent is granted and (ii) the Master Fund common shares are registered under applicable securities laws or specifically exempted from registration (in which case the Master Fund's shareholder may, at the Master Fund's option, be required to provide the Master Fund with a legal opinion, in form and substance satisfactory to the Master Fund, that registration is not required). Accordingly, a shareholder in the Master Fund, including the Company, must be willing to bear the economic risk of investing in the Master Fund common shares. No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of the Master Fund's common shares may be made except by registration of the transfer on the Master Fund's books. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the Master Fund common shares and to execute such other instruments or certifications as are reasonably required by the Master Fund.

From October 15, 2015 through August 11, 2020, the Company acquired its investment in the Master Fund at prices ranging from $7.06 per share to $8.59 per share.

Share Repurchase Program

The Master Fund has implemented a share repurchase program, whereby it conducts tender offers each calendar quarter. The Master Fund's Board may amend, suspend or terminate the share repurchase program.

Notes to Financial Statements (Unaudited)

Note 4. Related Party Agreements and Transactions

The Company has entered into agreements with Guggenheim whereby the Company agrees to (i) receive expense support payments, (ii) reimburse certain expenses of, and to pay for, administrative, expense support, organization and offerings costs incurred by Guggenheim on the Company's behalf and (iii) compensate Guggenheim Funds Distributors, LLC ("GFD"), an affiliate of Guggenheim, for capital market services in connection with the marketing and distribution of the Company's Shares.

The memberships of the Company's Board of Trustees (the "Company's Board" or the "Board of Trustees") and the Master Fund's Board are identical and consequently the Company and the Master Fund are related parties. All of the Company's executive officers also serve as executive officers of the Master Fund. Two of the Company’s executive officers, Kevin Robinson, Senior Vice President, and Brian Binder, Senior Vice President, serve as executive officers of Guggenheim.

Administrative Services Agreement

The Company is party to an administrative services agreement with Guggenheim (the "Administrative Services Agreement") whereby Guggenheim, serving as the administrator (the "Administrator"), has agreed to provide administrative services, including office facilities and equipment and clerical, bookkeeping and record-keeping services. More specifically, the Administrator performs and oversees the Company's required administrative services, which include financial and corporate record-keeping, preparing and disseminating the Company's reports to its shareholders and filing reports with the SEC. In addition, the Administrator assists in determining net asset value, overseeing the preparation and filing of tax returns, overseeing the payment of expenses and distributions and overseeing the performance of administrative and professional services rendered by others. For providing these services, facilities and personnel, the Company reimburses the Administrator the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administrative Services Agreement. To the extent that the Administrator outsources any of its functions, the Company may pay the fees associated with such functions on a direct basis, without incremental profit to the Administrator.

The Administrative Services Agreement may be terminated at any time, without the payment of any penalty: (i) by the Company upon 60 days' written notice to Guggenheim upon the vote of the Company's independent trustees or (ii) by Guggenheim upon not less than 120 days' written notice to the Company. Unless earlier terminated, the Administrative Services Agreement will remain in effect for two years, and thereafter shall continue automatically for successive one-year periods if approved annually by a majority of the Board of Trustees and the Master Fund's independent trustees.

Dealer Manager Agreement

The Company is party to a dealer manager agreement with GFD (the "Dealer Manager Agreement"). Under the terms of the Dealer Manager Agreement, GFD is to act on a best efforts basis as the exclusive dealer manager for (i) the Company's Public Offering and (ii) the public offering of common shares for future feeder funds affiliated with the Master Fund. The Company, not the Master Fund, is responsible for the compensation of GFD pursuant to the terms of the Dealer Manager Agreement. The Dealer Manager Agreement may be terminated by the Company or GFD upon 60 calendar days' written notice to the other party. In the event that the Company or GFD terminates the Dealer Manager Agreement with respect to the Company, the Dealer Manager Agreement will continue with respect to any other feeder fund.

Organization and Offering Expense Reimbursement Agreement

The Company is party to an organization and offering expense reimbursement agreement (the "O&O Agreement") with Guggenheim. Under the O&O Agreement, the Company is to reimburse Guggenheim for organization and offering expenses incurred on the Company's behalf, including, but not limited to, legal services, audit services, printer services and the registration of securities under the Securities Act. The reimbursement of organization and offering expenses is conditional on the Company's receipt of equity capital from the sale of its Common Shares. Any such reimbursement would not exceed actual expenses incurred by Guggenheim and its affiliates. Guggenheim is responsible for the payment of the Company's cumulative organization and offering expenses to the extent they exceeded 1.5% of the aggregate proceeds from the sale of the Company's Common Shares, without recourse against or reimbursement by the Company.

Notes to Financial Statements (Unaudited)

Any costs incurred by Guggenheim related to the Initial Public Offering are no longer eligible for reimbursement. Any offering costs incurred by Guggenheim on behalf of the Company associated with the Public Offering are subject to reimbursement under the terms and conditions of the O&O Agreement. As of September 30, 2020, Guggenheim incurred offering costs associated with the Public Offering of approximately $1.4 million. The O&O Agreement may be terminated at any time, without the payment of any penalty, by the Company or Guggenheim, with or without notice.

Expense Support and Conditional Reimbursement Agreement

The Company initially entered into an expense support and conditional reimbursement agreement with Carey Credit Advisors, LLC ("CCA"), one of the Company's prior investment advisors, and Guggenheim on July 31, 2015, as amended, (the "Prior Expense Support Agreement"). According to the terms of the Prior Expense Support Agreement CCA and Guggenheim agreed to reimburse the Company for expenses in an amount that is sufficient to ensure that no portion of the Company's distributions to shareholders will be paid from Common Share offering proceeds. CCA and Guggenheim agreed to reimburse the Company monthly for expenses in an amount equal to the difference between the Company's cumulative distributions paid to its shareholders in each month less the sum of the Company's estimated investment company taxable income and net capital gains in each month. On September 5, 2017, the Company entered into an amended and restated expense support and conditional reimbursement agreement (the "Expense Support Agreement") with Guggenheim and CCA, for a limited purpose, effective as of September 11, 2017. The amended terms of the Expense Support Agreement: (i) released CCA from all obligations to make further expense payments, (ii) terminated all of CCA's rights under the agreement, including any right to reimbursement for prior period expense payments made under the terms of the Prior Expense Support Agreement and (iii) permitted the Company the option to limit or reduce Guggenheim expense payments in any manner so that the Company will comply with IRC Section 851 in each of its future tax years. As a result, 100% of all CCA's prior periods' expense payments were classed as ineligible for future reimbursement, and going forward, Guggenheim is the sole source of expense payments and solely eligible for reimbursement of prior periods' expense payments.

Pursuant to the Expense Support Agreement, the Company has a conditional obligation to reimburse Guggenheim for any amounts funded by Guggenheim under this arrangement or the Prior Expense Support Agreement if (and only to the extent that), during any month occurring within three years of the date on which Guggenheim funded such amount, the sum of the Company's estimated investment company taxable income and net capital gains exceeds the ordinary cash distributions paid by the Company to its shareholders; provided, however, that (i) the Company will only reimburse Guggenheim for expense payments made by Guggenheim to the extent that the payment of such reimbursement (together with any other reimbursement paid during such fiscal year) does not cause "other operating expenses" (as defined below) (on an annualized basis and net of any expense support reimbursement payments received by the Company during such fiscal year) to exceed the lesser of (A) 1.75% of the Company's average net assets attributable to its Common Shares for the fiscal year-to-date period after taking such reimbursement payments into account and (B) the percentage of the Company's average net assets attributable to its Common Shares represented by "other operating expenses" during the fiscal year in which such expense payment from the Advisor was made (provided, however, that this clause (B) will not apply to any reimbursement payment which relates to an expense payment from Guggenheim made during the same fiscal year); and (ii) the Company will not reimburse Guggenheim for expense payments made by Guggenheim if the annualized rate of regular cash distributions declared by the Company at the time of such reimbursement payment is less than the annualized rate of regular cash distributions declared by the Company at the time Guggenheim made the expense payment to which such reimbursement payment relates. "Other operating expenses" means the Company's total "operating expenses" (as defined below), excluding any investment advisory fee, performance-based incentive fees, organization and offering expenses, interest expense, brokerage commissions and extraordinary expenses. "Operating expenses" means all operating costs and expenses incurred, as determined in accordance with GAAP for investment companies.

The Company or Guggenheim may terminate the Expense Support Agreement at any time. The Expense Support Agreement will automatically terminate if (i) the Master Fund terminates the Investment Advisory Agreement with Guggenheim, or (ii) the Company's Board makes a determination to dissolve or liquidate the Company.

Notes to Financial Statements (Unaudited)

The specific amount of Guggenheim's expense payment obligation is determined at the end of each month. Upon termination of the Expense Support Agreement by Guggenheim, it is required to fund any amounts accrued thereunder as of the date of termination. Similarly, the conditional obligation of the Company to reimburse Guggenheim pursuant to the terms of the Expense Support Agreement shall survive the termination of the Expense Support Agreement by either party. There can be no assurance that the Expense Support Agreement will remain in effect or that Guggenheim will reimburse any portion of the Company's expenses in future months.

The table below presents a summary of all unreimbursed monthly expenses supported by Guggenheim:


Month Ended	Expense Support from CCA and Guggenheim	CCA Waiver of Expense Support Reimbursement	Expense Support Reimbursement to Guggenheim	Expired Expense Support	Unreimbursed Expense Support		Minimum of 1.75% and Annualized Fiscal Year to Date Other Operating Expense Ratio (1)	Annualized Regular Cash Distribution Rate/Share, Declared (2)	Eligible for Reimbursement through



















February 2017	85,881	(42,940)	(30,482)	(12,459)	—		1.23%	1.81792	2/29/2020
March 2017	104,321	(52,161)	—	(52,160)	—		1.23%	1.81792	3/31/2020
April 2017	61,691	(30,846)	—	(30,845)	—		1.23%	1.81792	4/30/2020
May 2017	91,468	(45,734)	—	(45,734)	—		1.23%	1.81792	5/31/2020
June 2017	107,422	(53,711)	—	(53,711)	—		1.23%	1.81792	6/30/2020

August 2017	58,735	(29,368)	—	(29,367)	—		1.23%	1.81792	8/31/2020


November 2017	18,264	—	—	—	18,264		1.23%	1.84440	11/30/2020

January 2018	6,978	—	—	—	6,978		1.17%	1.84440	1/31/2021
February 2018	4,097	—	—	—	4,097		1.17%	1.84440	2/28/2021
March 2018	1,167	—	—	—	1,167		1.17%	1.84440	3/31/2021
April 2018	55,424	—	—	—	55,424		1.17%	1.84440	4/30/2021




September 2018	10,785	—	—	—	10,785		1.17%	1.84440	9/30/2021
October 2018	4,359	—	—	—	4,359		1.17%	1.84440	10/31/2021
November 2018	8,458	—	—	—	8,458		1.17%	1.84440	11/30/2021

October 2019	24,376	—	—	—	24,376		1.18%	1.84440	10/31/2022
November 2019	62,392	—	—	—	62,392		1.18%	1.84440	11/30/2022
December 2019	100,005	—	—	—	100,005		1.18%	1.84440	12/31/2022
January 2020	23,059	—	—	—	23,059		1.19%	1.84440	1/31/2023
February 2020	61,047	—	—	—	61,047		1.19%	1.84440	2/28/2023
March 2020	89,042	—	—	—	89,042		1.19%	1.84440	3/31/2023
April 2020	60,258	—	—	—	60,258		1.19%	1.56780	4/30/2023
May 2020	47,733	—	—	—	47,733		1.19%	1.56780	5/31/2023
June 2020	24,333	—	—	—	24,333		1.19%	1.56780	6/30/2023
July 2020	52,430	—	—	—	52,430		1.19%	1.56780	7/31/2023
August 2020	49,266	—	—	—	49,266		1.19%	1.56780	8/31/2023
September 2020	39,870	—	—	—	39,870		1.19%	1.56780	9/30/2023
Total					$	743,343

______________________

(1)Other operating expenses include all expenses borne by the Company excluding organization and offering costs, an investment advisory fee, a performance-based incentive fee, financing fees and costs and interest expense.

(2)"Annualized Regular Cash Distribution Rate/Share, Declared" equals the annualized rate of average weekly distributions per Share that were declared with record dates in the subject month immediately prior to the date the expenses support payment obligation was incurred by CCA and Guggenheim. Regular cash distributions do not include declared special cash or share distributions, if any.

Notes to Financial Statements (Unaudited)

Summary of Related Party Transactions

The following table presents the related party fees, expenses and transactions, excluding related transactions between the Company and the Master Fund in connection with Common Shares purchases, sales and distributions, for the three and nine months ended September 30, 2020 and September 30, 2019:


		Three Months Ended September 30,				Nine Months Ended September 30,
Related Party	Source Agreement & Description	2020		2019		2020		2019
	Related Party Expense:

Guggenheim	Administrative Services Agreement - expense reimbursement	$	42,591	$	55,499	$	144,076	$	155,728

Guggenheim	Expense Support Agreement - expense support reimbursement to related parties	—		9,104		—		25,423

Dealer Manager (Guggenheim)	Dealer Manager Agreement - sales commissions and dealer manager fees	—		—		16,900		—
	Related Party Income:

Guggenheim	Expense Support Agreement - expense support from related parties	141,567		—		447,038		—

Indemnification

The Administrative Services Agreement provides certain indemnification to Guggenheim, its directors, officers, persons associated with Guggenheim and its affiliates. In addition, the Company's Declaration of Trust, as amended, provides certain indemnifications to its officers, trustees, agents and certain other persons. The Dealer Manager Agreement provides for certain indemnifications from the Company (with respect to the primary offering of its Common Shares) to GFD, any selected dealers and their respective officers, directors, employees, members, affiliates, agents, representatives and, if any, each person who controls such person or entity within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Such indemnifications are subject to certain limitations as provided for in the Company’s Declaration of Trust and the North American Securities Administrators Association Guidelines and are considered customary by management. As of September 30, 2020, management believes that the risk of incurring any losses for such indemnification is remote.

Note 5. Common Shares

The Company's Initial Registration Statement pertaining to its Initial Public Offering was declared effective on July 31, 2015.

The following table summarizes the total Common Shares issued and proceeds received in connection with the Company's Public Offerings and reinvestment of distributions for (i) the nine months ended September 30, 2020 and (ii) the period commencing on July 31, 2015 (inception) through September 30, 2020, including the event that the Initial Public Offering was suspended on August 23, 2017:


	Nine Months Ended September 30, 2020			Inception through September 30, 2020
	Shares	Amount		Shares	Amount
Gross proceeds from Public Offerings	246,961	$	5,728,900	1,952,579	$	50,008,290
Dealer Manager fees and commissions	—	(16,900)		—	(890,172)
Net proceeds to the Company from Public Offerings	246,961	5,712,000		1,952,579	49,118,118
Reinvestment of shareholders' distributions	48,163	1,028,799		253,285	6,187,263
Net proceeds from all issuance of Common Shares	295,124	$	6,740,799	2,205,864	$	55,305,381
Average net proceeds per Common Share	$22.84			$25.07

Notes to Financial Statements (Unaudited)

Repurchase of Common Shares

The following table is a summary of the quarterly tender offers, completed pursuant to the share repurchase program, during the two years ended September 30, 2020:


Tender Offer Termination Date	Total Number of Shares Offered to Repurchase	Total Number of Shares Repurchased	Total Consideration		Price Paid per Share		No. of Shares Repurchased / Total Offer		No. of Shares Repurchased / Weighted Average Shares (1)
2020:
March 9, 2020	40,039	23,050	$	541,203	$	23.48	57.6	%	1.44	%
June 8, 2020 (2)	19,862	23,051	476,466		20.67		116.1	%	1.40	%
September 8, 2020	17,325	17,324	376,287		21.72		100.0	%	1.02	%
Total	77,226	63,425	$	1,393,956			82.1	%

2019:
March 25, 2019 (3)	40,560	72,783	$	1,787,548	$	24.56	179.4	%	4.49	%
June 5, 2019 (4)	40,654	45,377	1,109,017		24.44		111.6	%	2.80	%
October 11, 2019 (5)	40,486	58,785	1,391,452		23.67		145.2	%	3.63	%
December 6, 2019	40,241	15,230	358,206		23.52		37.8	%	0.95	%
Total	161,941	192,175	$	4,646,223			118.7	%

2018:



December 6, 2018	40,298	40,298	$	1,027,203	$	25.49	100.0	%	2.50	%
Total	40,298	40,298	$	1,027,203			100.0	%

_______________________

(1)Weighted average shares is based on the weighted average number of common shares outstanding in the prior four calendar quarters.

(2)The Company filed a tender offer to purchase up to 19,862 Shares on May 1, 2020. In accordance with Rule 13e-4(f), the Company determined to accept for purchase up to an additional 0.2% of our then outstanding Shares, increasing the offer to 23,051 Shares. The Company repurchased 23,051 Shares which represents approximately 12% of all Shares that were validly tendered.

(3)The Company filed a tender offer to purchase up to 40,560 Shares on February 1, 2019. In accordance with Rule 13e-4(f), the Company determined to accept for purchase up to an additional 2.0% of our then outstanding Shares, increasing the offer to 72,783 Shares. The Company repurchased 72,783 Shares which represents approximately 68% of all Shares that were validly tendered.

(4)The Company filed a tender offer to purchase up to 40,654 Shares on May 1, 2019. In accordance with Rule 13e-4(f), the Company determined to accept for purchase up to an additional 0.3% of our then outstanding Shares, increasing the offer to 45,377 Shares. The Company repurchased of 45,377 Shares which represents 100% of all Shares that were validly tendered.

(5)The Company filed a tender offer to purchase up to 40,486 Shares on August 1, 2019. In accordance with Rule 13e-4(f), the Company determined to accept for purchase up to an additional 1.2% of our then outstanding Shares, increasing the offer to 58,785 Shares. The Company repurchased 58,785 Shares which represents 100% of all Shares that were validly tendered.

Notes to Financial Statements (Unaudited)

Note 6. Distributions

Declared distributions are paid monthly. The following table summarizes the distributions that the Company declared on its Common Shares during the nine months ended September 30, 2020 and September 30, 2019:


Record Date	Payment Date	Distribution per Share at Record Date		Distribution per Share at Payment Date		Distribution Amount














For the Fiscal Year 2020
January 6, 13, 20, 27	January 29	$	0.03547	$	0.14188	$	247,731
February 3, 10, 17, 24	February 26	0.03547		0.14188		255,006
March 2, 9, 16, 23, 30	April 1	0.03547		0.17735		322,221
April 6, 13, 20, 27	April 29	0.03015		0.12060		218,642
May 4, 11, 18, 25, June 1, 8	June 9	0.03015		0.18090		329,563
June 15, 22, 29, July 6	July 9	0.03015		0.12060		220,304
July 13, 20, 27, August 3, 10	August 11	0.03015		0.15075		277,012
August 17, 24, 31, September 7	September 9	0.03015		0.12060		222,663
September 14, 21, 28	October 5	0.03015		0.09045		166,073
				$	1.24501	$	2,259,215
For the Fiscal Year 2019
January 7, 14, 21, 28	January 30	$	0.03547	$	0.14188	$	228,590
February 4, 11, 18, 25	February 27	0.03547		0.14188		229,815
March 4, 11, 18, 25	March 27	0.03547		0.14188		230,389
April 1, 8, 15, 22, 29	May 1	0.03547		0.17735		280,979
May 6, 13, 20, 27	May 29	0.03547		0.14188		226,054
June 3, 10, 17, 24	June 26	0.03547		0.14188		226,372
July 1, 8, 15, 22, 29	July 31	0.03547		0.17735		279,757
August 5, 12, 19, 26	August 28	0.03547		0.14188		225,445
September 2, 9, 16, 23, 30	October 2	0.03547		0.17735		284,947
				$	1.38333	$	2,212,348

Notes to Financial Statements (Unaudited)

Note 7. Financial Highlights

The following per Common Share data and financial ratios have been derived from information provided in the financial statements. The following is a schedule of financial highlights during the nine months ended September 30, 2020 and September 30, 2019:


	Nine Months Ended September 30,
	2020			2019
PER COMMON SHARE OPERATING PERFORMANCE
Net asset value, beginning of period	$	23.37		$	24.56
Net investment income (1)	1.20			1.04
Net realized gains (losses) from investment in GCIF (1)	(0.03)			0.14
Net unrealized depreciation from investment in GCIF (2)	(1.48)			(0.62)
Net increase (decrease) resulting from operations	(0.31)			0.56
Distributions to common shareholders (3)
Distributions from net investment income (3)	(1.20)			(1.04)
Distributions from realized gains on investment (3)	—			(0.19)
Distributions in excess of net investment income (3)	(0.05)			(0.15)

Net decrease resulting from distributions	(1.25)			(1.38)






Net asset value, end of period	$	21.81		$	23.74

INVESTMENT RETURNS

Total investment return-net asset value (4)	(1.10)		%	2.32		%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period	$	40,084,029		$	38,404,014
Average net assets (5)	$	38,974,093		$	38,980,337
Common Shares outstanding, end of period	1,837,900			1,617,378
Weighted average Common Shares outstanding	1,815,875			1,600,506
Ratios-to-average net assets: (5) (6)
Total operating expenses	1.09		%	0.90		%
Effect of expense support received from (reimbursement to) the Advisor	(1.15)		%	0.06		%
Net expenses	(0.06)		%	0.96		%
Net investment income	5.61		%	4.27		%

_____________________

(1)The per Common Share data was derived by using the weighted average Common Shares outstanding during the period.

(2)The amounts shown at this caption are the balancing figures derived from the other figures in the schedule. The amounts shown at this caption for a Common Share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio securities for the period because of the timing of sales of the Company’s Common Shares in relation to fluctuating market values for the portfolio.

(3)The per Common Share data for distributions is the actual amount of distributions paid or payable per Common Share outstanding during the entire period; distributions per Common Share are rounded to the nearest $0.01. For income tax purposes, distributions made to shareholders are reported as ordinary income, capital gains, non-taxable return of capital or a combination thereof, based on taxable income calculated in accordance with income tax regulations which may differ from amounts determined under GAAP. The tax character of distribution shown above is an estimate since the exact amount cannot be determined at this point. As of September 30, 2020, the Company estimated distributions to be composed of either ordinary income or capital gains. The final determination of the tax character of distributions will not be made until we file our tax return.

Notes to Financial Statements (Unaudited)

(4)Total investment return-net asset value is a measure of the change in total value for shareholders who held the Company’s Common Shares at the beginning and end of the period, including distributions declared during the period. Total investment return-net asset value is based on (i) net asset value per share on the first day of the period, (ii) the net asset value per share on the last day of the period, plus any shares issued in connection with the reinvestment of monthly distributions and (iii) distributions payable relating to the ownership of shares, if any, on the last day of the period. The total investment return-net asset value calculation assumes that distributions are reinvested in accordance with the Company’s distribution reinvestment plan, net of sales load, on each monthly distribution payment date. Because there is no public market for the Company’s shares, the terminal market value per share is assumed to be equal to net asset value per share on the last day of the period presented. Investment performance is presented without regard to sales load that may be incurred by shareholders in the purchase of the Company’s Common Shares. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Total investment return-net asset value is not annualized.

(5)The computation of average net assets during the period is based on averaging the amount on the first day of the first month of the period and the last day of each month during the period. Ratios to average net assets, expressed as a percentage, are not annualized.

(6)The ratios-to-average net assets do not include any proportionate allocation of income and expenses incurred at the Master Fund. The Master Fund's total expenses-to-average net assets for the nine months ended September 30, 2020 and 2019 were 5.64% and 5.85%, respectively.

Note 8. Subsequent Events

Management has evaluated subsequent events through the date of issuance of these financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the financial statements except for the one below.

To facilitate the orderly liquidation of Guggenheim Credit Income Fund 2016T (the “GCIF 2016T”), one of the Master Fund's feeder funds, and in light of the disruption caused by the COVID-19 pandemic, the Board of Trustees of GCIF 2016T, as permitted by the terms of the offering, has approved extending GCIF 2016T's liquidity event date recommendation deadline to on or before December 31, 2022.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The information contained in this item should be read in conjunction with our financial statements and related notes thereto appearing elsewhere in this Report. Unless otherwise noted, the terms "we," "us," "our" and the "Company" refer to Guggenheim Credit Income Fund 2019. The Term "Master Fund" refers to Guggenheim Credit Income Fund. Capitalized terms used in this Item 2 have the same meaning as in the accompanying financial statements presented in Part I. Item 1. Financial Statements (Unaudited), unless otherwise defined herein.

Overview

We are a feeder fund and we are affiliated with the Master Fund, which is a specialty finance investment company that has elected to be treated as a BDC under the 1940 Act. The Master Fund is externally managed by Guggenheim, which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments, determining the securities and other assets that we will purchase, retain or sell and monitoring the Master Fund's portfolio on an ongoing basis. The Master Fund's management discussion and analysis of financial condition and results of operations as presented in its quarterly report should be read in its entirety.

Investment Objectives and Investment Program

Our investment objectives are to provide our shareholders with current income, capital preservation and, to a lesser extent, long-term capital appreciation.

We intend to meet our investment objectives by investing substantially all of our equity capital in the Master Fund. The Master Fund's investment objectives are the same as our own. The Master Fund's investment strategy is focused on creating and growing an investment portfolio that generates superior risk-adjusted returns by carefully selecting investments through rigorous due diligence and actively managing and monitoring our investment portfolio. When evaluating an investment and the related portfolio company, the Master Fund uses the resources of its Advisor to develop an investment thesis and a proprietary view of a potential portfolio company’s intrinsic value. We believe the Master Fund's flexible approach to investing allows it to take advantage of opportunities that offer favorable risk/reward characteristics.

The Master Fund primarily focuses on the following range of investment types that may be available within the capital structure of portfolio companies:

•Senior Debt. Senior debt investments generally take a security interest in the available assets of the portfolio company, including equity interests in any of its subsidiaries. These senior debt classifications include senior secured first lien loans, senior secured second lien loans, senior secured bonds and senior unsecured debt. In some circumstances, the secured lien could be subordinated to the claims of other creditors. While there is no specific collateral associated with senior unsecured debt, such positions are senior in payment priority over subordinated debt creditors.

•Subordinated Debt. Subordinated debt investments are generally subordinated to senior debt investments and are generally unsecured. These investments are generally structured with interest-only payments throughout the life of the security, with the principal due at maturity.

•Equity Investments. Preferred and/or common equity investments may be acquired alongside senior and subordinated debt investment activities or through the exercising of warrants or options attached to debt investments. Income is generated primarily through regular or sporadic dividends and realized gains on dispositions of such investments.

The Master Fund's investment activities may vary substantially from period to period depending on many factors, including: the demand for capital from creditworthy privately owned U.S. companies, the level of merger, acquisition and refinancing activity involving private companies, the availability of credit to finance transactions, the general economic environment, the competitive investment environment for the types of investments the Master Fund currently seeks and intends to seek in the future, the amount of equity capital the Master Fund raises from the sale of its common shares to us and any other feeder funds and the amount and cost of capital that the Master Fund may borrow.

The Master Fund acquires its portfolio investments through the following investment access channels:

•Direct Originations: This channel consists of investments that are directly originated through Guggenheim's relationship network. Such investments are originated and/or structured by Guggenheim and are not generally available to the broader investment market. These investments may include both debt and equity investment components.

•Syndicated Transactions: This channel primarily includes investments in broadly syndicated loans and high yield bonds, typically originated and arranged by investment intermediaries other than Guggenheim. These investments may be purchased at the original syndication or in the secondary through various trading markets.

Revenue

Dividend income from our ownership of the Master Fund's common shares is our source of investment income. Our revenue will fluctuate with the operating performance of the Master Fund and its distributions paid to us.

Operating Expenses

Our primary operating expenses include administrative services, related party reimbursements, custodian and accounting services, independent audit services, compliance services, tax services, legal services, transfer agent services, organization expenses and offering expenses. Additionally, we indirectly bear the operating expenses of the Master Fund through our ownership of its common shares, such as an investment advisory fee, a performance-based incentive fee, independent audit services, third-party valuation services and various other professional services fees.

Impact of COVID-19

In late 2019 and early 2020, a novel coronavirus (SARS-CoV-2) and related respiratory disease ("COVID-19") emerged and spread rapidly across the world, including to the U.S., bringing with it one of the most volatile quarters for the leveraged loan market in history.

The Master Fund has and continues to assess the impact of COVID-19 on its portfolio companies. We cannot predict the full impact of the COVID-19 pandemic, including its duration in the United States and worldwide, and the magnitude of the economic impact of the outbreak, including with respect to the travel restrictions, business closures and other quarantine measures imposed on service providers and other individuals by various local, state, and federal governmental authorities, as well as non-U.S. governmental authorities. As such, we are unable to predict the duration of any business disruptions, the extent to which COVID-19 will negatively affect operating results of the Master Fund's portfolio companies or the impact that such disruptions may have on our results of operations and financial condition. Though the magnitude of the impact remains to be seen, we expect the Master Fund's portfolio companies and, by extension, our operating results to be adversely impacted by COVID-19 and depending on the duration and extent of the disruption to the operations of the Master Fund's portfolio companies, we expect that certain portfolio companies will experience financial distress. We also expect that some portfolio companies may significantly curtail business operations, furlough or lay off employees and terminate service providers, and defer capital expenditures if subjected to prolonged and severe financial distress, which could impair their business on a permanent basis. The impacts of these events may include, but are not limited to, (i) amendments and waivers being granted to borrowers permitting deferral of loan payments or allowing for payment-in-kind (“PIK”) interest payments, (ii) additional borrower defaults and non-payments on their loans or inability of borrowers to refinance their loans at maturity, or (iii) permanent business closure. Such events, to the extent experienced, could result in a decrease in the value of the Master Fund's investment in any such portfolio company, or interest thereon. In addition, to the extent that the impact to the Master Fund's portfolio companies results in reduced interest payments or permanent impairments on its investments, we could see a decrease in our net investment income and could require us to reduce the future amount of distributions to our shareholders.

With respect to its investments, the Master Fund is taking steps in actively overseeing all of its individual portfolio companies. These measures include, among other things, enhanced monitoring/credit analysis of its portfolio, assessment of each portfolio company’s operational and liquidity exposure and outlook, and frequent communication with its portfolio company management teams, industry consultants, and other lenders to understand the expected financial performance impact of the COVID-19 pandemic.

The reduction in our net asset value as of September 30, 2020 as compared to our net asset value as of December 31, 2019 is the result of significant unrealized depreciation in the fair value of our investments in the Master Fund due primarily to the negative economic impact and the increased uncertainty caused by COVID-19 pandemic.

Results of Operations

Operating results for the three and nine months ended September 30, 2020 and September 30, 2019 were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Total investment income	$	691,787	$	646,338	$	2,163,153	$	2,037,936
Net expenses	(3,754)		132,423		(21,429)		375,217
Net investment income	695,541		513,915		2,184,582		1,662,719
Net realized gain (loss) from redemption of investment in GCIF	9,373		—		(46,123)		12,658
Long term gain distributions from investment in GCIF	—		—		—		216,290
Net change in unrealized appreciation (depreciation) from investment in GCIF	1,247,694		(713,373)		(2,671,128)		(974,641)
Net increase (decrease) in net assets resulting from operations	$	1,952,608	$	(199,458)	$	(532,669)	$	917,026

Investment Income

Investment income consisted solely of distributions from the Master Fund for the three and nine months ended September 30, 2020 and September 30, 2019.

Operating Expenses

Operating expenses consisted of the following major components for the three and nine months ended September 30, 2020 and September 30, 2019:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Administrative services	$	3,710	$	3,750	$	11,048	$	11,250
Related party reimbursements	42,591		55,499		144,076		155,728
Trustees fees	756		756		2,252		2,244
Professional services fees	32,237		21,598		96,013		97,407
Offering costs	26,570		12,765		78,571		16,154
Transfer agent fees	24,702		21,675		71,443		74,712
Other (income) expenses	7,247		7,276		22,206		(7,701)
Total operating expenses	137,813		123,319		425,609		349,794
Reimbursement of expense support	—		9,104		—		25,423
Less: Expense support from related parties	(141,567)		—		(447,038)		—
Net expenses	$	(3,754)	$	132,423	$	(21,429)	$	375,217

The operating expenses presented above do not represent our normalized operations since we expect our variable operating expenses to increase in tandem with increases in our equity capital base and number of shareholders.

Related party reimbursements are comprised of the Company's allocable share of administrative costs and expenses incurred by Guggenheim that were reimbursable. Reimbursable costs and expenses include, but are not limited to, the Company's share of salaries, rent, office administration, costs associated with regulatory reporting and filings and costs related to the preparation for and conducting of meetings of the Company's Board. An investment advisory fee is only incurred by the Master Fund, although it is incurred indirectly by the Company through its ownership of Master Fund common shares.

Net Realized Gains (Losses) from Investment

For the three and nine months ended September 30, 2020, we had realized gains (losses) of less than $0.1 million and less than $(0.1) million, respectively, as a result of our sale of Master Fund Shares. For the three and nine months ended September 30, 2019, we had realized gains of $0.0 million and less than $0.1 million, respectively, as a result of our sale of Master Fund Shares.

During both the three and nine months ended September 30, 2020, there were no distributions received from the Master Fund that were classified as long term gains.

During the three and nine months ended September 30, 2019, $0.0 million and $0.2 million, respectively, of the distributions received from the Master Fund were classified as long term gains.

Changes in Unrealized Appreciation (Depreciation) from Investment

For the three and nine months ended September 30, 2020, the total net change in unrealized appreciation (depreciation) on our investment in the Master Fund was $1.2 million and $(2.7) million, respectively. The increase in net unrealized appreciation for the three months ended September 30, 2020 was primarily due to partial market recovery from the negative economic impact and the increased uncertainty caused by COVID-19 to the Master Fund's portfolio companies from the early part of the year.

For the three and nine months ended September 30, 2019, the total change in unrealized depreciation from our investment in the Master Fund was $(0.7) million and $(1.0) million, respectively.

Cash Flows for the Nine Months Ended September 30, 2020 and September 30, 2019

For the nine months ended September 30, 2020 and September 30, 2019, net cash provided by (used in) operating activities was $(3.7) million and $3.0 million, respectively. For the nine months ended September 30, 2020, the redemption of Master Fund shares was the primary use of cash. For the nine months ended September 30, 2019, dividends received from the Master Fund and redemption of Master Fund shares were the primary providers of cash.

For the nine months ended September 30, 2020, net cash provided by financing activities was $3.3 million and was primarily represented by issuance of common shares of $5.7 million. For the nine months ended September 30, 2019, net cash used in financing activities was $(2.0) million and was primarily represented by repurchase of common shares of $(2.9) million.

Financial Condition, Liquidity and Capital Resources

Our primary sources of cash include (i) the sale of our Common Shares, (ii) our shareholders' reinvestment of their distributions, (iii) distributions, including capital gains, if any, received from our ownership of the Master Fund's common shares, (iv) expense support payments pursuant to the Expense Support Agreement and (v) the sale of our owned Master Fund shares in conjunction with its share repurchase program. Our primary uses of cash include (i) investment in the Master Fund's common shares, (ii) payment of operating expenses, (iii) cash distributions to our shareholders, (iv) periodic repurchases of our Common Shares pursuant to our share repurchase program and (v) reimbursement payments for prior period expense support payments. We are not permitted to issue any senior securities, including preferred securities.

We manage our assets and liabilities such that current assets are sufficient to cover current liabilities and excess if any, is invested in the acquisition of Master Fund's common shares.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2020 and December 31, 2019.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income, expense, gain and loss during the reporting period. We believe that the estimates and assumptions utilized in preparing the financial statements are reasonable. Actual results could differ from those estimates. Our significant accounting policies are described in Note 2. Significant Accounting Policies.

Valuation of Investments

We invest substantially all of our equity capital in the purchase of Master Fund common shares. We determine the fair value of our investment in the Master Fund as the Master Fund's net asset value per common share (as determined by the Master Fund) multiplied by the number of Master Fund common shares that we own.

Contractual Obligations

Commitments

We have not entered into any agreements under which we have material future commitments that cannot otherwise be terminated within a reasonable time period.

Obligations to Pay Distributions

Our Board has declared distributions on Common Shares that are payable to shareholders of record after September 30, 2020. The declared distribution rates per Common Share for the period after September 30, 2020 are summarized as follows:


2020 Record Dates	2020 Payment Dates	Distribution per Share at Record Date		Distribution per Share at Payment Date
Oct. 12, 19, 26 & Nov. 2, 9, 2020	Nov. 10, 2020	$	0.03015	$	0.15075
Nov. 16, 23, 30 & Dec. 7, 2020	Dec. 9, 2020	0.02412		0.09648

Related Party Agreements and Transactions

Expense Support and Conditional Reimbursement Agreement

We have entered into agreements with Guggenheim whereby we agreed to (i) receive expense support payments and to conditionally reimburse it for prior period expense support payments, (ii) pay for administrative services and (iii) compensate Guggenheim Funds Distributors, LLC ("GFD"), an affiliate of Guggenheim, for capital market services in connection with the marketing and distribution of our Shares. See Note 4. Related Party Agreements and Transactions for a discussion of related party transactions and expense reimbursement agreements.

Reimbursement of CCA and Guggenheim for Organization and Offering Expenses

Under the terms of the O&O Agreement, we agreed to reimburse CCA and Guggenheim for our organization and offering expenses solely in connection with the capital raise of our Public Offering (See Note 4. Related Party Agreements and Transactions).

Reimbursement of the Administrator for Administrative Services

We reimburse the Administrator for its expenses in connection with the provision of administrative services to us. These reimbursement expenses are periodically reviewed and approved by the Independent Trustees Committee of our Board. See Note 4. Related Party Agreements and Transactions for a summary of reimbursable expenses as related to administrative services.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

We are subject to financial market risks, including changes in interest rates through our investment in the Master Fund. As of September 30, 2020, 97.5% of the Master Fund's debt investments (95.0% of total investments), or $312.6 million measured at fair value, are subject to floating interest rates. The Master Fund's sole credit facility is also subject to changes in its 3-Month London Interbank Offered Rate ("LIBOR") base rate. A rise in the general level of interest rates can be expected to lead to (i) higher interest income for the Master Fund's floating rate debt investments, (ii) value declines for fixed rate investments the Master Fund may hold and (iii) higher interest expense in connection with the Master Fund's floating rate credit facility. To the extent that a majority of the Master Fund's investments may be in floating rate investments, an increase in interest rates could also make it more difficult for borrowers to repay their loans, and a rise in interest rates may also make it easier for the Advisor to meet or exceed the quarterly threshold for a performance-based incentive fee as described in Note 6. Related Party Agreements and Transactions of the Master Fund's consolidated financial statements.

Based on our investment in the Master Fund as of September 30, 2020, the following table presents the approximate annualized increase in value per outstanding Common Share due to (i) interest income from the Master Fund's investment portfolio and (ii) interest expense on the Master Fund's floating rate borrowings, directly resulting from hypothetical changes in base rate interest rates (e.g., LIBOR), assuming no changes in (i) the number of outstanding Common Shares, (ii) the number of outstanding Master Fund Shares and (iii) our percent ownership of Master Fund shares:


Basis Points (bps) Increase (Decrease)	Net Increase (Decrease) per Share
-50 bps	$	0.04
+50 bps	(0.04)
+100 bps	(0.02)
+150 bps	0.08
+200 bps	0.18

The Master Fund regularly measures its exposure to interest rate risk. The Master Fund assesses interest rate risk and manages its interest rate exposure on an ongoing basis by comparing its interest rate sensitive assets to its interest rate sensitive liabilities. Based on that review, the Master Fund determines whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Exchange Act, is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls.

Our Chief Executive Officer and Chief Financial Officer, after conducting an evaluation, together with members of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2020, have concluded that our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, were effective as of September 30, 2020 at a reasonable level of assurance.

Changes in Internal Control over Financial Reporting

During the most recent fiscal quarter, there was no change in our internal controls over financial reporting, as defined under Rule 13a-15(f) under the Exchange Act, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II

Item 1. Legal Proceedings.

As of November 10, 2020, we were not subject to any material legal proceedings, and, to our knowledge, there were no material legal proceedings threatened against us.

From time to time, we, or our administrator, may be a party to certain legal proceedings in the ordinary course of, or incidental to the normal course of, our business, including legal proceedings related to the enforcement of our rights under contracts with our portfolio companies. While legal proceedings, lawsuits, claims and regulatory proceedings are subject to many uncertainties and their ultimate outcomes are not predictable with assurance, the results of these proceedings are not expected to have a material adverse effect on our financial position or results of operations.

Item 1A. Risk Factors.

As of September 30, 2020, there have been no material changes from the risk factors set forth in our annual report on Form 10-K dated and filed with the SEC on March 13, 2020, except for the additional risk disclosures related to COVID-19 included in the following sections.

Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and/or damage to our business relationships, all of which could negatively impact our business, results of operations or financial condition.

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen information, misappropriation of assets, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships. Any such attack could result in significant losses, reputational damage, litigation, regulatory fines or penalties, or otherwise adversely affect our business, financial condition or results of operations. In addition, we may be required to expend significant additional resources to modify our protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. We face risks posed to our information systems, both internal and those provided to us by third-party service providers. We, Guggenheim and its affiliates have implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent of a risk of a cyber incident, may be ineffective and do not guarantee that a cyber incident will not occur or that our financial results, operations or confidential information will not be negatively impacted by such an incident.

Third parties with which we do business (including those that provide services to us) may also be sources or targets of cybersecurity or other technological risks. We outsource certain functions and these relationships allow for the storage and processing of our information and assets, as well as certain investor, counterparty, employee and borrower information. While we engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure or destruction of data, or other cybersecurity incidents, with increased costs and other consequences, including those described above. Privacy and information security laws and regulation changes, and compliance with those changes, may also result in cost increases due to system changes and the development of new administrative processes. The Company and its service providers are currently impacted by quarantines and similar measures being enacted by governments in response to COVID-19, which are obstructing the regular functioning of business workforces (including requiring employees to work from external locations and their homes). Accordingly, the risks described above are heightened under current conditions.

Global capital markets could enter a period of severe disruption and instability. These conditions have historically affected and could again materially and adversely affect debt and equity capital markets in the United States and around the world and could negatively impact our business, financial condition and results of operations.

Market and macro-economic disruptions may, in the future, affect the U.S. capital markets, which could adversely affect our business and that of our portfolio companies. These market disruptions may also affect the broader financial and credit markets and may reduce the availability of debt and equity capital for the market as a whole and to financial firms, in particular. At various times, these macro-disruptions have resulted in, and may in the future result in, a lack of liquidity in parts of the debt capital markets, significant write-offs in the financial services sector and the repricing of credit risk. These conditions may reoccur for a prolonged period of time again or materially worsen in the future, including as a result of further downgrades to the U.S. government’s sovereign credit rating or the perceived credit worthiness of the United States or other large global economies. Unfavorable macro-economic conditions, including future recessions, also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. We may in the future have difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may cause us to reduce the volume of loans we originate and/or fund, adversely affect the value of our portfolio investments or otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows. There has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. The current U.S. presidential administration, along with the U.S. Congress, has created significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. The spread of an epidemic or pandemic and efforts to contain it may result in severe disruptions to financial markets, supply chains, availability of raw materials, goods, and services. For example, the outbreak of COVID-19 is causing materially reduced consumer demand and economic output, disrupting supply chains, resulting in market closures, travel restrictions and quarantines, and adversely impacting local and global economies. As with other serious economic disruptions, governmental authorities and regulators are responding to this crisis with significant fiscal and monetary policy changes, including by providing direct capital infusions into companies, introducing new monetary programs and considerably lowering interest rates, which, in some cases resulted in negative interest rates. These actions, including their possible unexpected or sudden reversal or potential ineffectiveness, could further increase volatility in securities and other financial markets, reduce market liquidity, heighten investor uncertainty and adversely affect the value of our investments and our overall performance. In addition, uncertainty arising from the United Kingdom's decision to leave the European Union ("Brexit") could lead to further market disruptions and currency volatility, potentially weakening consumer, corporate and financial confidence and resulting in lower economic growth for companies that rely significantly on Europe for their business activities and revenues. Any of these factors could depress economic activity and restrict our portfolio companies' access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.

The lack of liquidity in our investments may adversely affect our business.

We may acquire a significant percentage of our portfolio company investments from privately-held companies in directly negotiated transactions. The securities of private companies are not publicly traded or actively traded on the secondary market and are, instead, traded on a privately-negotiated, over-the-counter secondary market for institutional investors, if at all. These over-the-counter secondary markets may be inactive during an economic downturn or a credit crisis. In addition, the securities in these companies will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly-traded securities. We typically would be unable to exit these investments unless and until the portfolio company has a liquidity event such as a sale, refinancing, or initial public offering.

The illiquidity of our investments may make it difficult or impossible for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments, which could have a material adverse effect on our business, financial condition, and results of operations.

Moreover, securities purchased by us that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions, or investor perceptions.

We may also face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we, Guggenheim, or any of its affiliates have material nonpublic information regarding such portfolio company, or where the sale would be an impermissible joint transaction. The reduced liquidity of our investments may make it difficult for us to dispose of them at a favorable price, and, as a result, we may suffer losses.

Dislocations in certain parts of markets are resulting in reduced liquidity for certain investments. It is uncertain when financial markets will improve. Liquidity of financial markets may also be affected by government intervention.

We may not have the funds or ability to make additional investments in our portfolio companies or to fund our unfunded commitments.

After our initial investment in a portfolio company, we may be called upon from time to time to provide additional funds to such company or have the opportunity to increase our investment through the exercise of a warrant or other right to purchase common stock. There is no assurance that we will make, or will have sufficient funds to make, follow-on investments. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our level of risk, we prefer other opportunities, we are limited in our ability to do so by compliance with BDC requirements, or we desire to maintain our RIC status. Our ability to make follow-on investments may also be limited by Guggenheim's allocation policies. Any decisions not to make a follow-on investment or any inability on our part to make such an investment may have a negative impact on a portfolio company in need of such an investment, may result in a missed opportunity for us to increase our participation in a successful operation, or may reduce the expected return on the investment. During periods of market disruption, portfolio companies may be more likely to seek to draw on unfunded commitments we have made, and the risk of being unable to fund such commitments is heightened during such periods.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) None.

(b) None.

(c) The following table provides information concerning our repurchases of Common Shares pursuant to our share repurchase program during the quarter ended September 30, 2020:


Period	Total Number of Shares Purchased	Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1, 2020 to July 31, 2020	—	—	—	—
August 1, 2020 to August 31, 2020	—	—	—	—
September 1, 2020 to September 30, 2020 (1)	17,324	21.72	17,324	—
Total	17,324		17,324	—

______________________

(1)The maximum number of Shares available for repurchase on September 8, 2020 was 17,325. A description of our share repurchase program is set forth in Note 5. Common Shares to our unaudited financial statements included herein.

Item 5. Other Information.

None.

Item 6. Exhibits.

The exhibits required by this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this Report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			GUGGENHEIM CREDIT INCOME FUND 2019

Date:	November 16, 2020	By:	/s/ Matthew S. Bloom
			MATTHEW S. BLOOM
			Chief Executive Officer
			(Principal Executive Officer)

Date:	November 16, 2020	By:	/s/ Cielo M. Ordonez
			CIELO M. ORDONEZ
			Chief Financial Officer
			(Principal Financial Officer)

The following exhibits are filed or incorporated as part of this Report.


3.1						Certificate of Amendment to Certificate of Trust of the Registrant. (Incorporated by reference to Exhibit 99(a)(3) filed with Pre-Effective Amendment No. 4 to the Registrant's registration statement on Form N-2 (File No. 333-198667) filed on July 28, 2015.)

3.2						Amended and Restated Declaration of Trust of the Registrant. (Incorporated by reference to Exhibit 3.2 filed with the Registrant's Form 8-K (File No. 814-01091) filed on March 15, 2016.)

3.3						Certificate of Amendment to Certificate of Trust (Incorporated by reference to Exhibit 3.1 filed with the Registrant's Form 8-K (File No. 814-01091) as filed October 23, 2017.)

3.4						Certificate of Amendment to Certificate of Trust (incorporated by reference to Exhibit 99(a)(4) filed with the Registrant's Form N-2 (File No. 814-01091) as filed March 29, 2018.)

3.5						Amended and Restated Bylaws of the Registrant. (Incorporated by reference to Exhibit 3.3 filed with the Registrant's Form 8-K (File No. 814-01091) filed on March 15, 2016.)

4.1						Distribution Reinvestment Plan of the Registrant. (Incorporated by reference to Exhibit 99(e) filed with Pre-Effective Amendment No. 4 to the Registrant's registration statement on Form N-2 (File No. 333-198667) filed on July 28, 2015.)

10.1						Administrative Services Agreement by and between the Registrant and Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 99.2 filed with Guggenheim Credit Income Fund's Form 8-K (File No. 814-01117) filed on August 15, 2017.)

10.2						Amendment No 1. to Administrative Services Agreement by and between the Registrant, Guggenheim Credit Income Fund, and Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 10.7 filed with Guggenheim Credit Income Fund's Form 10-K (File No. 814-01117) filed on March 12, 2019.)

10.3						Second Amended and Restated Dealer Manager Agreement by and among Guggenheim Credit Income Fund 2016 T, Guggenheim Credit Income Fund and Carey Financial, LLC. (Incorporated by reference to Exhibit 10.4 filed with Guggenheim Credit Income Fund 2016 T's Form 10-K (File No. 814-01094) filed on April 17, 2017.)

10.4						Form of Selected Dealer Agreement (revised Exhibit A to Second Amended and Restated Dealer Manager Agreement). (Incorporated by reference to Exhibit 10.5 filed with Guggenheim Credit Income Fund 2016 T's Form 10-K (File No. 814-01094) filed on April 17, 2017.)

10.5						Assignment and Assumption Agreement for Dealer Manager Agreement by and among the Registrant, Carey Financial, LLC, and Guggenheim Funds Distributors, LLC. (Incorporated by reference to Exhibit 99.4 filed with Guggenheim Credit Income Fund's Form 8-K (File No. 814-01117) filed on August 15, 2017.)

10.6						Form of Amended and Restated Expense Support and Conditional Reimbursement Agreement by and among the Registrant, Carey Credit Advisors, LLC and Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 99.4 filed with Registrant's Form 8-K (File No. 814-01091) on August 16, 2017.)

10.7						Form of Amended and Restated Organization and Offering Expense Reimbursement Agreement by and among the Registrant, Carey Credit Advisors, LLC and Guggenheim Partners Investment Management, LLC. (Incorporated by reference to Exhibit 99.3 filed with Guggenheim Credit Income Fund's Form 8-K (File No. 814-01117) filed on August 15, 2017.)

10.8						Investment Management Agreement by and between Hamilton Finance LLC and Guggenheim Credit Income Fund. (Incorporated by reference to Exhibit 10.3 filed with Guggenheim Credit Income Fund's Form 8-K (File No. 814-01117) filed on December 22, 2015.)

10.9						Amendment to Amended and Restated Loan Agreement and Investment Management Agreement dated as of August 24, 2017. (Incorporated by reference to Exhibit 10.13 filed with Guggenheim Credit Income Fund's Form 10-Q (File No. 814-01117) filed on November 7, 2017.)


10.10						Investment Management Agreement by and between Hamilton Finance LLC and Guggenheim Credit Income Fund. (Incorporated by reference to Exhibit 10.3 filed with Guggenheim Credit Income Fund's Form 8-K (File No. 814-01117) filed on December 22, 2015.)

10.11						Amendment to Amended and Restated Loan Agreement and Investment Management Agreement dated as of August 24, 2017. (Incorporated by reference to Exhibit 10.13 filed with Guggenheim Credit Income Fund's Form 10-Q (File No. 814-01117) filed on November 7, 2017.)

14.1						Code of Ethics of the Registrant. (Incorporated by reference to Exhibit 14.1 filed with the Guggenheim Credit Income Fund's Form 10-Q as filed on November 1 6 , 2020).

31.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

31.2						Certification of Chief Financial Officer of pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

32						Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

99						Form 10-Q of Guggenheim Credit Income Fund for the quarterly period ended September 30, 2020 (Filed herewith.)

GUGGENHEIM CREDIT INCOME FUND 2019 - FORM 10-Q - November 16, 2020

Attached files

GUGGENHEIM CREDIT INCOME FUND 2019 Reports